CDF, on behalf of CDIB Capital Group, updated the announcement dated 2016/12/19 regarding investment in CVC for the change in investment object due to restructuring.

2019-06-24
Announcements

Date of announcement  2019/06/24
Time of announcement  21:36:30
 
Date of events   2019/06/24 
To which item it meets paragraph 20
Statement 
1.Name and nature of the subject matter (if preferred shares, the terms and conditions of issuance shall also be indicated,  e.g.dividend yield):
CDIB Venture Capital (Hong Kong) Corporation Limited (”CVC HK”)
2.Date of occurrence of the event:2019/06/24
3.Volume, unit price, and total monetary amount of the transaction:
Total monetary amount of the transaction:No more than RMB 179.61million
4.Counterparty to the trade and its relationship to the Company (if the trading counterpart is a natural person and furthermore is not an actual related party of the Company, the name of the
  trading counterpart is not required to be disclosed):
(1)Counterpart:CVC HK
(2)Its relationship to the Company:CVC HK is 100% owned subsidiary of CDIB Capital Group.
5.Where the counterpart to the trade is an actual related party, a public announcement shall also be made of the reason for choosing the related party as trading counterpart and the identity of the
  previous owner (including its relationship with the company and the trading counterpart), price of transfer, and date of acquisition:To acquire new shares of CVC HK.
6.Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of
  acquisition and disposal by the related person and the person’s relationship to the company at those times:N/A
7.Matters related to the creditor's rights currently being disposed of (including types of collateral of the disposed creditor's rights; if the creditor's rights are creditor's rights toward a related
  person, the name of the related person and the book amount of the creditor's rights toward such related person currently being disposed of must also be announced):N/A
8.Anticipated profit or loss from the disposal (not applicable in cases of acquisition of securities) (where originally deferred, the status or recognition shall be stated and explained):N/A
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations:
Payment will be delivered based on the consensus of transaction schedule.
10.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making department:
(1)The manner in which the current transaction was decided, the reference basis for the decision on price: To acquire new shares of CVC HK, 100% owned subsidiary of CDIB Capital Group
(2)The decision-making department:The transaction to be approved by the Board of CDIB Capital Group
11.Net worth per share of the underlying securities acquired or disposed of: NT$3.85
12.Current cumulative volume, amount, and shareholding percentage  of holdings of the security being traded (including the current trade) and status of any restriction of rights (e.g.pledges):
(1)Cumulative volume: 224,238 thousand ordinary shares
(2)Cumulative amount:NT$ 900,000 thousand
(3)Shareholding percentage:100%
(4)Status of any restriction of rights:None
13.Current ratio of long or short term securities investment (including the current trade) to the total assets and shareholder's equity as shown in the most recent financial statement and the
   operating capital as shown in the most recent financial statement:
(1)Current ratio of long or short term securities investment (including the current trade) to the total assets in the most recent financial statement:89.13%
(2)Current ratio of long or short term securities investment (including the current trade) to the shareholder's equity in the most recent financial statement:92.69%
(3)The operating capital as shown in the most recent financial statement: NT$5,872,455 thousand
14.Broker and broker's fee:N/A
15.Concrete purpose or use of the acquisition or disposal:For the needs of investment portfolio expansion
16.Do the directors have any objection to the present transaction?:NO
17.Is it a related party transaction?:YES
18.Date of the board of directors’resolution:2019/06/24
19.Date of the recognition of the supervisors or the board of independent directors’resolution:NA
20.Has the CPA issued an opinion on the unreasonableness of the price of the current transaction?:N/A
21.Name of the CPA firm:N/A
22.Name of the certifying CPA:N/A
23.The practice certificate number of the CPA:N/A
24.Any other matters that need to be specified:
(1)According the announcement dated 2016/12/19, CDIB Capital Group (former CDIB) invests no more than NT$ 1.5 billion to acquire new shares issued by CDIB Venture Capital Corporation (“CVC”), and
then CVC invests no more than RMB 299.35 million to acquire new shares issued by CVC HK in order for CVC HK to invest in CDIB Healthcare Private Equity ( Kunshan) Enterprise ( Limited Partnership ).
Since CVC currently has sufficient capital, CVC contributed RMB 119.74 million to CVC HK by its own funds. Due to organization restructure, CDIB will hold the shares of CVC HK directly, and will
inject remaining capital of RMB 179.61 million to CVC HK. CDIB will no longer inject capital of NT$ 1.5 billion to CVC, and the proposal is approved by the Board.
(2) Since it involves the changes of investment limit in Mainland China for both CDIB Capital Group and CVC, these transactions will not be processed until approved by the competent authority.

 

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